Exhibit 4.66
iQIYI, Inc.
2021 SHARE INCENTIVE PLAN
PURPOSE
The purpose of the iQIYI, Inc. 2021 Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of iQIYI, Inc., a company formed under the laws of the Cayman Islands (the “Company”), by linking the personal interests of Directors, Employees, Consultants and other individuals as the Committee may authorize and approve, to those of the Company’s shareholders and, by providing such individuals with an incentive for outstanding performance, to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of recipients of share incentives hereunder upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.
DEFINITIONS AND CONSTRUCTION
Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.
A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Service Recipient first delivers written notice to the Participant of a finding of termination for Cause.
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SHARES SUBJECT TO THE PLAN
ELIGIBILITY AND PARTICIPATION
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OPTIONS
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RESTRICTED SHARE UNITS
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PROVISIONS APPLICABLE TO AWARDS
In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.
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Notwithstanding anything else in this ARTICLE 7.2.2 to the contrary, but subject to compliance with all Applicable Laws, Incentive Share Options and Restricted Share Units will be subject to any and all transfer restrictions under the Code applicable to such Awards or necessary to maintain the intended tax consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all Applicable Laws, any contemplated transfer by gift to “immediate family” as referenced in clause (b) above is subject to the condition precedent that the transfer be approved by the Committee or an executive officer or director of the Company authorized by the Committee in order for it to be effective.
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changes in capital structure
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ADMINISTRATION
Committee. The Plan shall be administered by the Board or a committee (the “Committee”) of one or more members of the Board to whom the Board may delegate any or all of the authority to grant or amend Awards to Participants other than any of the Committee members. Reference to the Committee shall refer to the Board in absence of the Committee. Notwithstanding the foregoing, the full Board, acting by majority of its members in office, shall conduct the general administration of the Plan if required by Applicable Laws, and with respect to Awards granted to the Committee members and for purposes of such Awards the term “Committee” as used in the Plan shall be deemed to refer to the Board.
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EFFECTIVE AND EXPIRATION DATE
AMENDMENT, MODIFICATION, AND TERMINATION
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GENERAL PROVISIONS
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This Plan was duly adopted and approved by the Board of Directors of the Company on December 2, 2021 and was amended and restated on November 2, 2022.
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